HiHoMobile.com

Privacy Policy, Terms of Use, Disclaimer and End User License Agreement

Your privacy is very important to us. This Privacy Policy, Terms of Use, Disclaimer and End User License Agreement discloses how HiHoMobile.com (HiHoMobile) collects, protects, uses and shares personal information gathered about you, your employees and your company. All personal information is collected in a fair and non-intrusive manner, with your voluntary consent. Personal Information is not accessible to anyone outside the specific function for which it is collected. HiHoMobile respects the privacy of our HiHoMobile job applicants, development agents, customers and other visitors to our websites and apps who may choose to provide personal information. We recognize the need for appropriate protection and management of personal information that you provide to us. This Privacy Policy, Terms of Use, Disclaimer and End User License Agreement will assist you to understand what types of information we may collect, how that information may be used, and with whom the information may be shared.

This Privacy Policy, Terms of Use, Disclaimer and End User License Agreement explains HiHoMobile practices regarding the information collected online from users of the HiHoMobile website located atwww.HiHoMobile.com

In an effort to comply with the law, and our commitment to protect your personal information, we provide the following, which discloses our policies.

What type of information do we collect?

Personal Information is defined as any information concerning the personal or material circumstances of an identified or identifiable individual. An identifiable person is one who can be identified, directly or indirectly, by reference to an Identification Number (hereinafter “I.N”) or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

Personal Information shall include but is not limited to: name, home address, home telephone number, cell phone number, location information, job details, hour worked details, email address, I.N., financial information and employment related information such as may be found on resumes, applications, background verification information, or in employment references.

Typically, HiHoMobile only collects Personal Information of users, employees and job applicants. In those instances in which we do collect that information, HiHoMobile takes measures to maintain the confidentiality of your I.N. to protect your I.N from unlawful disclosure, and to limit access to your I.N. HiHoMobile will not make your I.N available to the general public, print your I.N on any card, or require you to provide your I.N to access any products or services.

Additionally, HiHoMobile's software development team has worked to encrypt personal data with 128-bit encryption.

The HiHoMobile software was also created with user privacy and security front-of-mind, even at the "back-end". For example, HiHoMobile staff cannot view passwords, and to edit or delete a user account, not 1 but 2 separate HiHoMobile staff's passwords are needed to make any changes. This ensures an added layer of privacy and further protects against data being compromised in addition to the 128-bit encryption of data.

Finally, we are a leader in balancing the employer's right to productive operations when staff are on-the-job with the employee's right to privacy when not on-the-job. Staff location can only be verified when an employee is clocked into the app. When an employee clocks out of the app, this information will never be available, nor will it be collected. HiHoMobile is also a leader in balancing productivity with privacy. When a user is clocked into the app, a notification bar periodically appears on the phone or tablet reminding the user that he/she is clocked in. At the time of writing, HiHoMobile is unaware of other companies that provide this notification feature.

Non-personal information is information that is already a matter of public record or knowledge. Business contact information is considered non-personal information and not subjected to special protection and it can be routinely shared with anyone inside or outside of the business. Business contact information shall include but is not limited to: business name, business title, business address, business telephone number, business email address. Most often HiHoMobile will collect Business contact information for customers and prospects.

We will never collect sensitive Personal Information except to comply with Affirmative Action data requirements. Sensitive Personal Information can include but is not limited to: information pertaining to gender, disabilities, and veteran status.

Cookies – Internet Users

In addition to Personal Information, we use data collection devices such as "cookies" on certain web pages to help analyze our web page flow and measure promotional effectiveness. Cookies are pieces of information a website sends to an individual’s hard drive while they are viewing the website. Cookies allow the website to remember important information that will make your visit to the site more useful. We use cookies to help improve your future visits. If you do not wish to receive a cookie or if you wish to set your browser to warn you each time a cookie is being sent, or if you wish to turn off all cookies, use the options on your browser to assist you. The “Help” option on your browser may assist you in changing your cookie preferences. Please note that by turning cookies off, you may not have access to some features available on our website.

Children and Data Collection

HiHoMobile adheres to the federal privacy protection standards as stated in the Children's Online Privacy Protection Act (“COPPA”). We care about the safety of children. We will not knowingly allow anyone under 13 to provide us any personally identifying information. Children under 13 years of age are required to obtain the express permission of a parent or guardian before submitting any Personal Information about themselves (such as their names, e-mail address, and phone number) over the Internet. If a child has provided us with personally-identifiable information without the consent of a parent or guardian, the parent or guardian of that child should contact the Privacy Officer immediately at support@hihomobile.com. We will use reasonable efforts to promptly delete the child's information from our servers.

Our Use of Your Information

We use your Personal Information to facilitate the services you request. We have tailored our Privacy Policy, Terms of Use, Disclaimer and End User License Agreement to adequately inform you of the use of your Personal Information.

Collection and Use of HiHoMobile Customer Information

HiHoMobile will not collect customer Personal Information, unless the customer contacts HiHoMobile directly. In order to adequately address a customer’s concern, their relevant Non-Personal or Personal Information may be shared with our affiliates such as our installation partners. Failure to provide necessary information may prevent HiHoMobile from fully addressing any customer concerns.

Collection and Use of HiHoMobile prospect information

By providing data via www.HiHoMobile.com or our other company websites for things like free trials, demonstrations, referral program participation, e-newsletter signups and other online forms, the applicant consents to the collection, use, and disclosure of Personal Information in accordance with the following terms and conditions. We collect and use Personal Information in order to fulfill that specific task or request.
This Information collected includes, but is not limited to: name, address, telephone number, email address and number of employees.

Collection and use of Employee Personal Information

HiHoMobile collects Personal information from its employees and job applicants in connection with the administration of our Human Resources programs and functions. These functions and programs include but are not limited to: job applications and hiring programs, benefit and compensation programs, performance appraisals, as well as training programs. In addition Human Resource record-keeping are other possible applications and functions that may include the collection of Personal Data.

It is the policy of HiHoMobile to keep all past and present employee information private from disclosure to third parties except for the need to comply with:

     1. County, State and Federal agency requests.
     2. Inquiries from third parties with a signed authorization from the employee authorizing the release of information.
     3. Third parties with which HiHoMobile has contractual agreements to assist in the administration of company sponsored benefits.

Verification of Employment

Prospective employers, state agencies, financial institutions may contact HiHoMobile requesting information on former or current employees work history and compensation. All such requests shall be referred and processed by the Human Resources or Payroll Departments on a confidential basis.

Sharing of Personal Information

We may share Personal Information with our service providers, consultants and affiliates for our internal business purposes. Except as described in this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement, HiHoMobile will not share Personal Information with a third party, unless a customer requests, consents to such disclosure, or disclosure is required or authorized by law. HiHoMobile reserves the right to disclose Personal Information to a third party if a law, regulation, search warrant, subpoena, or court order legally requires or authorizes us to do so. HiHoMobile also reserves the right to disclose and/or transfer Personal Information to a third party in the event of a proposed or actual purchase, sale, lease, merger, amalgamation or any other type of acquisition, disposal, or financing of all or any portion of HiHoMobile or of any of the business or assets or shares of HiHoMobile or a division thereof in order for a customer to continue to receive the same products and services from the third party.

Personal Information may be provided to a courier or freight forwarder to fulfill an order, which may have been requested from us.

HiHoMobile Agents and other service providers are prohibited from using Personal Information for any purpose other than to provide assistance to HiHoMobile and its affiliates. HiHoMobile Agents are required to protect Personal Information disclosed by us and to comply with the general privacy principles described in this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement.

Security

We endeavor to protect your Personal Information using physical, electronic or procedural security measures appropriate to the sensitivity of the information in our control. These measures include safeguards to protect Personal Information against loss or theft, as well as unauthorized access, disclosure, copying, use and modification.

We safeguard your Personal Information on the Internet by using industry-standard practices. Although "guaranteed security" does not exist either on or off the Internet, we make commercially reasonable efforts to make the collection and security of such information consistent with our Privacy Policy, Terms of Use, Disclaimer and End User License Agreement and all applicable laws and regulations. We maintain physical, electronic and procedural safeguards as appropriate to safeguard your Personal Information.
Currently, our website utilizes a variety of different security measures designed to protect Personal Information of users both inside and outside HiHoMobile, including the use of encryption mechanisms (e.g., Secure Socket Layers or SSLs), password protection, and other security measures to help prevent unauthorized access to your personally identifiable information. This helps maintain the confidentiality, privacy, and integrity of your transactions, and helps to protect your confidential information from loss, misuse, interception and hacking.

Storage, Retention and Accuracy of Personal Information

HiHoMobile insures that Personal Information is safeguarded against loss, access, use, modification, disclosure or other misuse. All reasonable steps are taken to prevent unauthorized use or disclosure of your Personal Information.
HiHoMobile will retain your Personal Information only for as long as necessary to fulfill the purpose(s) for which it was collected and to comply with applicable laws, and your consent to such purpose(s) remains valid after termination of our relationship with you.
We take all reasonable steps to insure that your Personal Information is accurate, up-to-date, complete, relevant and not misleading.

Contact Information

You may contact the Privacy Officer to access, correct or delete your Personal Information. If necessary, the Privacy Officer will contact another employee to assist in completing your requested task.

If you have any questions or complaints, please contact the Privacy Officer. The Privacy Officer can be reached by email at support@hihomobile.com . We will address your concern and attempt to resolve any problem.

Links to Non-HiHoMobile Web Sites and Third Parties

Please note that www.HiHoMobile.com may contain links to other web sites for your convenience and information. HiHoMobile does not control those sites or their privacypractices, which may differ from www.HiHoMobile.com. HiHoMobile’s Privacy Policy, Terms of Use, Disclaimer and End User License Agreement cannot and does not apply to external websites. We do not endorse or make any representations about third party web sites. The personal data you choose to give to unrelated third parties is not covered by the HiHoMobile Privacy Policy, Terms of Use, Disclaimer and End User License Agreement. We encourage you to review thePrivacy Policy, Terms of Use, Disclaimer and End User License Agreement of any company or website before submitting your Personal Information. Some third parties may choose to share their personal data with HiHoMobile; that sharing is governed by that third party company’s Privacy Policy, Terms of Use, Disclaimer and End User License Agreement.

Safe Harbor Compliance

HiHoMobile is in compliance with the U.S. Department of Commerce Safe Harbor requirements regarding the transfer of personal information from the European Economic Area (“EEA”) or Switzerland to the United States regarding the collection, storage, use, transfer and other processing of personal data transferred from the European Economic Area or Switzerland to the U.S., in accordance with the EU Directive on Personal Data Protection. The principles of Safe Harbor compliance are:

  • Notice - Individuals must be informed that their data is being collected and about how it will be used;
  • Choice - Individuals must have the ability to opt out of the collection and forward transfer of the data to third parties;
  • Onward Transfer - Transfers of data to third parties may only occur to other organizations that follow adequate data protection principles;
  • Security - Reasonable efforts must be made to prevent loss of collected information;
  • Data Integrity - Data must be relevant and reliable for the purpose for which it was collected;
  • Access - Individuals must be able to access information held about them, and correct or delete it if it is inaccurate;
  • Enforcement - There must be effective means of enforcing these rules.


We may transfer the personal information we collect about you to countries other than the country in which the information was originally collected. Those countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to other countries, we will protect that information as described in this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement.

Further information regarding the Safe Harbor principles and certification process can be found at www.export.gov/safeharbor.

Members of the European Union

If you are a resident of the European Economic Area (“EEA”) or Switzerland and have any concerns or complaints, please first address these issues to the Privacy Officer. HiHoMobile is located in Canada and the servers that make our websites available are hosted by Microsoft Azure. All matters relating to privacy issues and websites are governed by the laws of the Canada and the Province of Ontario. If the Privacy Officer does not satisfactorily address a complaint within thirty (30) days, any dispute, controversy or claim shall be settled by an arbitration administered by an arbitration agency, such as the Canadian Arbitration Association. All arbitrations will be conducted in English. Judgment rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitration will be borne equally by the parties. Kitchener, Ontario or Toronto, Ontario shall be the site of all hearings, and such hearings shall be before a single arbitrator..

Changes to our Privacy Policy, Terms of Use, Disclaimer and End User License Agreement

HiHoMobile will update this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement occasionally. WhenHiHoMobile posts changes to this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement, we will also revise the "Last Updated" date below on HiHoMobile's Privacy Policy, Terms of Use, Disclaimer and End User License Agreement. If there are material changes to this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement, HiHoMobile will notify you by email, or by means of a notice on our home page. HiHoMobile encourages you to review this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement periodically to be informed of how HiHoMobile is protecting your information and to be aware of any changes to the Privacy Policy, Terms of Use, Disclaimer and End User License Agreement. Your continued use of the site after the posting of any amended PrivacyPolicy shall constitute your agreement to be bound by any such changes. This Privacy Policy, Terms of Use, Disclaimer and End User License Agreement is incorporated into any Terms and Conditions governing the various websites and any programs or services operated or managed on or behalf of HiHoMobile. Any changes to this Privacy Policy, Terms of Use, Disclaimer and End User License Agreement are effective immediately after being posted by HiHoMobile.

LAST UPDATED: May 13, 2015.

Questions? If you have any questions about our privacy practices, please feel free to contact us at:

HiHoMobile.com
1-888-442-4325

support@hihomobile.com

We reserve the right to modify this policy statement at any time.

Legal Notice

Your use of this website or app hosted byHiHoMobile.comand/or its various affiliates or subsidiaries (collectively referred to as "HiHoMobile.com") is subject to the following terms and conditions:

Copyright and Trade Marks

All materials on this website or app are the copyright of HiHoMobile.comor are reproduced with permission from other copyright owners. All rights are reserved. The materials on this website may be retrieved and downloaded solely for personal use. No materials may otherwise be copied, modified, published, broadcast or otherwise distributed without the prior written permission of HiHoMobile.com.

HiHoMobile.com and/or any other names of products or services provided by HiHoMobile.comand referred to on this website are either trademarks or registered trademarks ofHiHoMobile.com.

Disclaimer

HiHoMobile.com makes no warranties or representations of any kind concerning the accuracy or suitability of the information contained on this website for any purpose. All such information is provided "as is" and with specific disclaimer of any warranties of merchantability, fitness for purpose, title and/or non-infringement. HiHoMobile.com makes no warranties or representations of any kind that the services provided by this website will be uninterrupted , error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall HiHoMobile.com, its employees or agents be liable for any direct, indirect or consequential damages resulting from the use of this website, mobile browsers or apps. This exclusion and limitation only applies to the extent permitted by law and is without prejudice to any express provisions to the contrary in any written licence or subscription agreement from in respect of the use of any online service provided via this website. The user agrees that any disputes that are still valid in reference to these terms of use will be decided by an American arbitration group decided by HiHoMobile.com, such as the American Arbitration Association. In the unlikely event that courts deem an arbitration hearing as an inadequate remedy, any claims will be heard in Toronto, Canada under the laws of Ontario, Canada.The user agreesHiHoMobile.comwill be held harmless and free from liability in any Force Majeure events.

Terms Of Use

The user agrees HiHoMobile.com will be held harmless and free from liability in any Force Majeure events. The user agrees that any disputes that are still valid in reference to these terms of use will be decided by a Canadian arbitration group decided by HiHoMobile.com. In the unlikely event that courts deem an arbitration hearing as an inadequate remedy, any claims will be heard in Toronto, Canada under the laws of Ontario, Canada.

For the purposes of the following paragraphs, HiHoMobile.com also known as BreadCrumbTracking.com is referred to as “Company” and “The Company”. The end-user, their stakeholders and organizations they represent are referred to as “Customer” and “The Customer”.

SAAS SERVICES AND SUPPORT

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Agreement attached hereto as Exhibit B. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.

RESTRICTIONS AND RESPONSIBILITIES

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.Further, Customer may not remove or export from the United States or Canada, or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, mobile phones, tablets, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.Customer shall own all right, title and interest in and to the Customer Data. Company shall be able to use Customer Data in an anonymous form for activities or services which may be beneficial, e.g. providing productivity benchmarks to various industries based on a number of customers’ data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing
[Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.]No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. and Canadian taxes based on Company’s net income.

TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of late or nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario (in Canada) without regard to its conflict of laws provisions.